BOARDROOM BEST PRACTICES

6 Company Secretary Software Considerations

The UK’s Covid-19 lockdown measures in March 2020 caused many organisations to accelerate their digital transformation schedules overnight. Company secretaries were faced with the urgent need to make provision for virtual board meetings so directors could maintain governance in some of the most extreme and uncertain circumstances ever experienced.

The initial disruption has passed, but the risk from the virus remains; it is becoming clear that remote working is going to be a long-term feature of corporate life for some time to come. Organisations must consider how they strategically adapt board operations and governance processes, so they are resilient and practical in an environment where remote working is the default.

Clearly, technology has a pivotal role to play. At board level, company secretary software offers many benefits for directors and corporate secretariat teams. But, with a wealth of options available, there are several important aspects for decision makers to consider when choosing the right solution.

1. Think strategically about digitising governance

The way organisations choose company secretary software should be driven by a strong business case, and it is important to think strategically about digitising governance over the long term. Time and money savings are key benefits every business aims to quickly achieve through digital transformation, but they are early wins. When looking at the longer-term business case, it is important to also emphasise how digitising processes and board management will strengthen the organisation’s overall governance posture and improve transparency, insight, security and productivity.

Consider the governance cycle and identify which elements would benefit from digitisation and why. These include board meeting pack preparation and distribution, annual board performance evaluations, conflict of interest reporting, minute-taking, voting and approvals, to name just a few. Even if you are not ready to digitise all these at once, look ahead and specify a solution that can grow with your ambitions for governance transformation.

2. Consider wider communication security issues

One of the primary reasons for implementing company secretary software is to improve security around the company’s most sensitive documents and data by locking them into a secure board portal. However, directors and executives don’t exist in a vacuum. They all have multiple communication channels at their fingertips, from business and personal email accounts to file-sharing platforms and WhatsApp groups. While director collaboration is a vital part of a well-functioning board, if directors are using insecure channels to do it, they are introducing a data security risk.

As part of securing board activities, consider providing a dedicated director messaging system and secure file sharing platform, so the business can take sensitive data out of insecure channels and also avoid board business becoming buried in “noisy” inboxes.

3. Involve the CISO and data protection officer

On the subject of security, CISOs and data protection officers should have a say in choosing company secretary software. As custodians of corporate networks and data, they need to be confident that the chosen solution meets the necessary cybersecurity and regulatory standards and that entrusting critical data to a third-party provider won’t introduce unacceptable risk. Getting their input at the start allows the organisation to specify the minimum technical security standards and breach prevention protocols that suppliers must meet if they are the make the shortlist.

4. Take it for a thorough test drive

Once the evaluation process starts, it is important to really get hands-on with the software. Be cautious of sales executives who deliver seamless product walk-throughs without providing an opportunity to really get under the hood and try it out. All products will describe themselves as “user-friendly”, but it has to be the specific user who determines what works for them.

Directors and board administrators are accustomed to highly intuitive consumer apps and have low tolerance for business software that doesn’t reach the same standards of usability. If a product is even slightly cumbersome, adoption will be affected. As Diligent customer Andrew Aspital of Big Society Capital put it, using a board portal should be “no more complex than other online activities that people do every day.”

5. Don’t underestimate the need for change management

On that note, one of the biggest barriers to digital transformation in any field is a lack of user adoption and this has held back many an attempt to bring the board ecosystem into the modern era. Director preferences for hard copy documents or email-delivered PDFs have been hard to overcome, and experienced board administrators have their own long-established processes set up for building board packs, taking minutes and other board activities. Even with the push towards digitisation delivered by COVID-19, those who can “get by” with partially digitised processes may be reluctant to go out of their comfort zones and switch to a new system.

The training and support offered by the software provider is critical in overcoming stakeholder reluctance. A comprehensive programme delivered by friendly, competent instructors who are comfortable dealing with executive-level “trainees” should be part of the service. Following initial training, good customer support is critical so that the inevitable bumps in the road to digitisation don’t end up becoming insurmountable.

6. Look for software that can grow with your governance ambitions

Governance is an ever-evolving process and the tools to support it need to evolve too. Think about where you are now, where you want to be in a year, and where you want to be in five years’ time. Look at deeper and broader cross-functional challenges such as how governance data is managed in the organisation – could you improve and centralise entity management? How do you keep directors updated with the industry and regulatory issues they need to know about? Could you take a smarter approach to succession planning? These are considerations that lie further along the road for organisations that simply want to get their board meeting materials securely online, but considering them at the outset means there is potential to choose a solution that can grow with the business.

It is often said that with change comes opportunity. As organisations adapt to the unavoidable changes driven by COVID-19, boards that may have been biding their time now have a once-in-a-generation opportunity to launch governance digitisation programmes. Choosing good company secretary software is a great place to start.

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